Lawyers at 20 paces..

Plenty of legal opinion coming in...even freebies from Freehills

In the BC Iron matter, BC Iron Limited entered into an implementation agreement with Regent Pacific Group Limited, a Hong Kong Stock Exchange listed company, on 20 January 2011. Consideration under the scheme was $3.30 cash per BC Iron share. On 15 March 2011, Regent Pacific announced that the reported opposition to the deal by a 21% shareholder in BC Iron had caused its board to withdraw its recommendation and that it could therefore unilaterally terminate the implementation agreement.

BC Iron believed that the termination was a breach of the agreement and undertook legal steps to rectify the situation

BC Iron Limited (“BC Iron”) (ASX: BCI) intends to apply to the Takeovers Panel to challenge the validity of Regent Pacific Limited's (“Regent”) purported termination of the Scheme Implementation Agreement ("SIA") between the companies as announced on Tuesday 15 March 2011.

The Takeovers Panel found in favour of BC Iron

The Takeovers Panel has made orders that Regent Pacific and its subsidiary Regent Pilbara PtyLtd cannot rely on clause 15.1(d) of the SIA to terminate that agreement..

...In light of the Takeovers Panel's orders, BC Iron considers that the SIA is back on foot and will continue to comply with its obligations under that agreement.

The terms of the Scheme Implementation Deed between Cellestis and Qiagen are quite specific and bind both parties equally to a specific process.